


Love and Loyalty

by DSK1138



Series: Stars and Satellites [2]
Category: Transformers - All Media Types, Transformers: Prime
Genre: Angst, Dark Energon, Flashbacks, Gladiators, Implied Sexual Content, Injury, M/M, implied interfacing, megatron is a bit unstable, soundwave is conflicted
Language: English
Status: Completed
Published: 2019-11-15
Updated: 2019-11-23
Packaged: 2021-01-31 12:29:41
Rating: Mature
Warnings: Graphic Depictions Of Violence
Chapters: 6
Words: 12,416
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/21446239
Author URL: https://archiveofourown.org/users/DSK1138/pseuds/DSK1138
Summary: Soundwave and Starscream have fallen into a comfortable pattern in their relationship, but when Megatron returns from deep space, everything they've built threatens to be torn apart. Now Soundwave must choose between his love for Starscream and his vow of loyalty to Megatron.
Relationships: Soundwave/Starscream
Series: Stars and Satellites [2]
Series URL: https://archiveofourown.org/series/1546105
Comments: 36
Kudos: 215





	1. Chapter 1

**Author's Note:**

> Hello! This is a sequel to my other fic, Stars and Satellites, but you don't necessarily need to read that one to understand this one.
> 
> Because the other story was entirely from Starscream's point of view, I thought this would be a good chance to get into Soundwave's head a little bit and see his perspective on things, as well as delve more into the nature of his relationship with Megatron.
> 
> I've taken some liberties from canon, particularly in my characterization of Megatron. I'd like to write a more nuanced portrayal of him someday, but for the purposes of this fic, he's a bit more obsessive than usual.
> 
> Anyways, I hope you all enjoy! Comments and feedback are always appreciated!

A deafening roar filled Soundwave’s audials as he and his opponent circled each other, optics searching furiously for an opening. Both of them were bleeding, now, but still the audience cried for  _ more _ .

It was still anyone’s game at this point. It had been a long time since he had fought a match not squarely in his favor. Not since he first started.

_ Focus _ .  _ Look for a weakness. Use it against him. _

His opponent charged, swinging his giant sword at Soundwave’s head. Soundwave raised his own weapon to block the attack, but was caught off guard when the other mech changed direction at the last moment, veering off to one side. He turned, trying to keep the other mech in his sights, but wasn’t quite fast enough, and a well placed kick to the back of his shins sent him to his knees. The sword hissed as it sliced through the air, but Soundwave managed to roll out of the way just in time. The other mech may be bigger, but Soundwave was fast.

He lunged, hoping to unbalance his foe before the other mech had a chance to attack again, but this was the wrong move to make. The silver mech caught him by one arm, twisting and bending it until there was a sickening crunch. The pain was excruciating, but Soundwave refused to cry out. He may be a slave, but he still had his pride. It didn’t matter, though, as any sound he made would have been drowned out by the hungry roar of the crowd.

He gritted his denta, the taste of energon bitter in his mouth. He drove an elbow into the mech’s side, but he barely even left a mark on his opponent’s thick armor.

He needed to get free of the other mech’s grip fast.

_ If the crowd wants blood, they’re about to get it _ . In a complicated maneuver, he backflipped, twisting his damaged arm until it was torn off completely, left hanging in the other mech’s servo. It hurt worse than any pain he’d ever felt, but the medics would fix him, after this, and it’s not like the broken arm would be of much use to him during this match. As he twisted through the air, he managed to land a solid kick to his enemy’s faceplates.

The other mech spat out energon, but he did not seem particularly angry. Instead, his red optics glowed with … intrigue?

He casually tossed aside Soundwave’s arm, moving closer at a leisurely pace.

_ He thinks he’s won. _

Soundwave knew his chances were diminishing by the second. Energon poured from the spot where his arm had been torn off, and he was already growing faint.

_ Keep fighting. You can’t lose! _

The other mech made another swing at him, and Soundwave tried to dodge, but was thrown off balance by his missing limb. The mech’s fist caught him in the spinal strut, and he tumbled to the ground, sending up a cloud of dust. Before he could react, a well placed kick met his chassis, denting his armor. He tried to shove to his feet, but another kick laid him flat on his back. A heavy pede came down on top of him, preventing him from moving as the point of a sword hovered mere inches from his face.

It was over. He shuttered his optics in surrender, waiting for the brutal beating he was sure would come next.

The other mech wouldn’t be allowed to kill him- he was fairly certain about that. It happened sometimes in less important matches, but Soundwave was a very popular and renowned gladiator. His owners would want to keep him alive for as long as he was profitable. Still, they had no qualms about letting the victors beat the scrap out of the losing mechs. The audiences always found it entertaining.

But instead of delivering a harsh blow, the other mech sheathed his sword and replaced it with an extended servo.

“You fought well today. Never before has anyone come so close to beating me. You are truly a force to be reckoned with. Such raw determination…”

Soundwave could only stare at the other mech in confusion. Why was he complimenting him?

“I understand your hesitation,” the other mech went on. “You have been taught to see your fellow gladiators as enemies, nothing more than obstacles in the way of your survival. But we are not enemies. We are bound by the same chains, forced to risk our lives every day simply for the entertainment of the elite. Does that not enrage you?”

Soundwave remained still, transfixed by the power in the other mech’s words.

“We are not alone. Across Cybertron, thousands of bots are treated like nothing more than tools, to be thrown away as soon as the upper classes are finished with them. But we are stronger than they think. If we unite, we can overthrow them and design a new world, one where all bots are treated equally and we serve no master. Will you join me?”

Soundwave eyed the extended servo. No one had ever spoken to him like this before, with such a level of comradery and respect. In the pits, it was always each mech for himself. It was a life he had come to accept. But now, pulled in by the other mech’s powerful words, he began to see a different future unfolding rapidly before him. One where he no longer had to stand alone.

He reached up with his good arm and clasped the giant servo. The other mech pulled him to his feet.

“Welcome, my brother. What do I call you?”

“Soundwave,” he answered.

“I am called Megatronus. I am glad to have you by my side.”

-

Soundwave awoke without a noise.

It was not unusual for him to dream of his time in the pits, but it had been a while since the Decepticon leader had been present in one of these dreams.

Next to him, his berthmate shifted.

“Soundwave?” asked a drowsy voice.

He hadn’t meant to wake Starscream, even kept still to try and prevent it, but somehow the Seeker always knew. Normally, Starscream could sleep through an atomic bomb, but every time Soundwave awoke from a dream, Starscream was awake instantly to check on him. It was like he had some sixth sense.

He shifted so that he was facing Starscream. A pair of red optics blinked back at him, affection playing out over the other mech’s features.

“Let me see that beautiful face of yours.”

Soundwave complied, retracting his visor. Starscream moved to kiss him, but Soundwave beat him to it, leaning forward to take the Seeker’s lips in a deep and sensual kiss. Starscream responded, working his glossa between Soundwave’s lip plates. Soundwave’s intake hitched in response. A stray servo found its way to his panel, rubbing against him eagerly.

Suddenly, in one swift movement Starscream flipped the two mechs so that he was straddling Soundwave.

“Tell me what you want,” Starscream murmured, his voice low.

“Soundwave wants: Starscream,” he whispered.

A gentle servo traced along the edge of his face.

“I think I can arrange that,” the Seeker grinned.

-

Much later, they lay panting, legs tangled together and transfluid staining their thighs.

They would go to the washracks together to clean up later, before their shifts started, but for now they were content to just hold each other.

Soundwave wrapped his data cables tighter around Starscream. The war, the pits, everything had been worth it for this moment alone.

He was reminded of his dream, and his mind wandered back to that distant place.

“Something on your mind?” Starscream asked.  _ How did he always know? _

Soundwave took a moment to collect his thoughts.

“Query,” he finally said. “Starscream: think Megatron will return someday?”

The Seeker snorted, and his face wrinkled into an expression of disgust at the mention of his former commander.

“No one has even heard so much as a word from our  _ esteemed leader _ in years. He could have gotten himself killed on his stupid crusade for all we know. And good riddance, if you ask me. We’re getting along just fine without him. I wouldn’t be upset if he never comes back.”

Soundwave shifted in discomfort. Starscream and Megatron’s…  _ temperamental _ relationship was no secret. However, Megatron was still a complicated subject for Soundwave.

He’d come to accept Starscream as his new leader, even before their relationship had become what it was now.

But he had sworn an oath, long ago, and though many things had changed, it still weighed heavily on his spark. He owed Megatron his life, his freedom, and such a thing was not easily forgotten.

He was pulled back to the present by a servo cupping his face.

“But that’s enough about him,” Starscream murmured. “I believe I can get one more overload out of you before it’s time to return to our duties.”

Any internal conflict melted away as Soundwave was caught up in another series of kisses and well-placed touches.

At least this was something blissfully uncomplicated. And he’d do everything in his power to keep it that way.

-

After a leisurely time in the washracks (which was interspersed by a few more overloads), the two of them finally made it to the bridge for the start of their shift.

Lazerbeak came and found Soundwave, chirping a warm greeting. He ran a servo over her wings before inviting her to dock. She would upload all of the information she had collected while he was in recharge, and then get her own well-deserved rest.

While he waited for her upload to complete, he fired up his monitoring system, running through all of the routine checks. Nothing new from the human satellites, no unusual Autobot activities, and no trace of any rogue mechs he was keeping an eye on (he had sworn that he would strangle Lockdown personally if the bounty hunter ever made his way to Earth again). All seemed normal, until he came across an unusual signal. It was certainly Decepticon in origin, but it came from deep space, in an area unclaimed by Autobot or Decepticon forces. In fact, the coordinates were so remote that the war had somehow not even made it there at all. Had some of their forces gotten lost?

He sent a quick comm to Starscream, informing him of the signal. Upon further decoding, he realized that the signal was not a distress beacon like he had initially assumed, but was a request for a space bridge.

“What in the Pit?” Starscream muttered from behind him. “This had better be important if they’re demanding a bridge from all the way out in the middle of slagging nowhere. Go ahead and send the space bridge to the given coordinates. But be cautious,” he added. “It could be some sort of trick.”

The space bridge activated, and a large number of Vehicons moved to stand before it, blasters at the ready.

After a few agonizingly slow moments of anticipation, a large shape appeared, growing closer and closer until a set of heavy pedes touched down on the deck of the  _ Nemesis _ .

Several soldiers reeled in surprise at the sight that greeted them, and even Soundwave did a double take, unable to believe his optics.

A familiar booming voice echoed across the bridge, loud enough that even those furthest away were able to hear it perfectly clear.

“I have returned,” declared Megatron, “And I come bearing good news.”


	2. Chapter 2

“L- Lord Megatron!” cried Starscream. “You’re back!”

There was an immediate change in the Seeker’s demeanor. He held himself slightly less tall than before, and his voice grew higher, a bit more desperate, as if at any moment he would have to negotiate for his position, his livelihood, or even his own life. The Starscream standing before him now was so far removed from the confident and intelligent leader Soundwave had come to know over the past few years. The only thing that remained the same was his optics. They held the same fire and determination as always, and Soundwave grounded himself in that fire.

Megatron’s gaze raked over the bridge.

“I see that you did an adequate job of keeping things functioning in my absence.”

As his gaze passed over Soundwave, he paused, a hint of warm recognition in his stare. Soundwave felt something within him stir, a long-dormant part of himself that thrived on Megatron’s praise.

He didn’t have long to think about it, though, as in an instant, Megatron had moved on.

“Starscream, Soundwave, with me,” he ordered. “We have much to discuss.”

-

They moved to a more private meeting room, where they were joined by a curious Knock Out, along with a few other higher ranking officers.

There was already a palpable tension in the air as Starscream hovered at their leader’s side.

“-and the energon mines have been most productive this past cycle-”

“Enough, Starscream! I have no time for your useless blathering.”

Starscream masked his expression carefully, but the twitch of his wings gave away his irritation.

“We have something much more important to discuss,” continued Megatron. “Something that will change the tide of the war entirely.”

There was a soft murmur around the room.

Soundwave leaned forward in interest, just as Megatron pulled a purple crystal from his subspace. It resembled some form of crystalized energon, but it glowed with a powerful and unsettling energy unlike anything Soundwave had ever seen.

“This is dark energon,” Megatron said. “Forged from the very blood of Unicron, it contains powers nearly unlimited. The dark energon can heal the most grievous of wounds, make a mech ten times stronger, and even raise the dead. With it, our army will become unstoppable. We can turn our troops into super soldiers, and raise any of our fallen comrades.”

“And how do we know this will work?” questioned Starscream.

“I already tested it on myself,” Megatron said cooly. “It has been centuries since I felt as powerful as I do now. Even Unicron himself would turn away in fear at my might.”

It was an utter display of arrogance, but Megatron spoke these words with such complete confidence that no one dared challenge him. Well, almost no one.

“I think this is a foolish endeavor,” Starscream said. “We still don’t know if there are any side effects of this ‘dark energon’. We should focus our resources on something more tangible.”

“Always the skeptic, Starscream,” Megatron smirked. “Very well, allow me to demonstrate the power of my dark energon.”

Without warning, he grabbed one of the Vehicon officers who happened to be standing near him, crushing the bot’s throat in a single squeeze.

Shock resonated in the fields of every bot in the room, but Megatron wasn’t finished.

He pried open the chest cavity of the now lifeless mech, and in one swift motion, jammed the dark energon crystal into the mech’s spark.

The Vehicon’s body began to write and jerk, and Soundwave instinctively moved away. The once dead mech sat up with a jolt and let out the most disturbing sound that Soundwave had ever heard.

“You see?” said Megatron. “Dark energon grants us power matched by no other bots in history. All we need is to find a large enough supply of it.”

“And where are we supposed to find this supply?” asked Starscream. “Are you going to drag us all into the far reaches of space to search for it, while the Autobots continue to gain traction here?”

“Not to worry,” said Megatron. “The dark energon in my own spark has graced me with visions. The voice of Unicron speaks to me, and me alone. There is a deposit of dark energon here on earth. A large one. All we need to do is claim it.”

Soundwave caught Knock Out exchange a skeptical glance with Breakdown. He himself didn’t know what to make of this. All the talk of voices and visions… it sounded like the ravings of a mad bot. But Megatron seemed so certain of success. Who was Soundwave to challenge that certainty? Megatron had not led them wrong yet.

“From now on, we will focus all of our resources on locating the dark energon. Knock Out, I’d like for you to study its effects. I still need to develop a proper way to control the other mechs once they’ve been infused with it.”

“Of course, Lord Megatron!” Knock Out tried to channel some enthusiasm into his voice, but Soundwave could tell he was nervous.

“You can start with this one,” he said, tossing the reanimated Vehicon aside as if it was nothing.

Starscream stared at the once-dead mech, his field alight with fear. Though he had been brave enough to challenge Megatron, he still feared the warlord, especially after the rather barbaric display.

_ This is for the good of the Decepticon cause  _ Soundwave reminded himself, trying to relieve some of his own fears.  _ I put my trust in Lord Megatron _ .

-

After he was satisfied that his new orders were being carried out to his liking, Megatron summoned Soundwave to the command center, where the intelligence officer gave a short briefing of any important information he had picked up in Megatron’s absence.

“You have done well, Soundwave,” said Megatron. “I expect nothing less from one of my most devoted officers.”

The praise touched that newly-awakened part in Soundwave’s processor, which responded enthusiastically.  _ Things are different now _ he tried to remind himself.  _ You don’t need his approval to know your worth. _ But it didn’t stop that part of him from itching for more.

“Tell me Soundwave, what are your thoughts on the dark energon? I’ve always trusted your opinion, even if you are less forthcoming with it than  _ some _ mechs on my command staff.”

Soundwave paused, uncertainty playing out in his processor. He still wasn’t sure about the dark energon, but Megatron seemed so confident in it. Was this some sort of test of Soundwave’s loyalty? He wanted to say he had confidence in the dark energon too, but he couldn’t lie right to his leader’s face. Finally, he settled on a vague answer.

“Pursuit of dark energon: holds many risks.”

It was a safe answer, true to the caution he felt, but without being overly critical.

“Indeed,” said Megatron. “Yet there are no rewards without some risks. As a former gladiator, you should know that better than anyone.”

Megatron raised a servo to trace a single digit along Soundwave’s collar flare. There was some unreadable expression in the warlord’s optics, and Soundwave moved away from the touch instinctively, a tingle of discomfort running down his spine.

Megatron frowned, but didn’t comment.

“One more thing,” he said. “I’d like for you to keep an eye on Starscream. I’m afraid that being in charge here for so long may have caused him to forget his place. Make sure he’s not planning anything that could get in the way of my endeavors.”

Soundwave made sure to carefully conceal any emotion in his field as he uttered his response.

“Affirmative.”

-

“I can’t believe this!”

Starscream’s heels clicked loudly as he paced back and forth in their shared quarters. The Starscream he was used to had returned and replaced the fearful, subservient mech that had showed his face on the bridge, much to Soundwave’s relief.

“I spent  _ years _ building this army, establishing energon mines, disrupting Autobot operations, and within a single day, he manages to ruin all of it!”

He raised an angry servo, as if he was going to lash out, but thought better of it, letting the servo drop with a sigh.

“I should have offlined him when I had the chance,” the Seeker muttered. “It’s not just the fact that I hate him, though that’s certainly a factor. He’s going to be the end of the Decepticon cause. What mech in his right mind thinks injecting himself with the supposed ‘blood of Unicron’ is a good idea? And now he plans to let us all starve from lack of normal energon while we waste all of our resources chasing his foolish obsession!”

Starscream flopped face down onto the berth with a grunt of frustration, and Soundwave ran a gentle servo between his wings, trying to be comforting.

Starscream turned to glance up at him.

“And what do you have to say about all of this?”

_ Why did everyone keep asking him that? _

“Pursuit of dark energon: holds many risks,” he said, repeating what he had said earlier to Megatron. “Regardless, Soundwave: has faith in Megatron.”

Starscream rolled his optics.

“Of course you do. I had almost forgotten, you’re one of his most  _ loyal followers _ .”

The last two words were spoken with an unnecessary amount of venom, and it made Soundwave’s plating prickle defensively.

Starscream knew of Soundwave and Megatron’s personal history. Surely he had to know the position Soundwave was in. He had sworn an oath, and whatever personal thoughts he had on the matter were irrelevant. Megatron had gotten him out of the pits. Soundwave couldn’t just forget that so easily.

He rolled over, done with this conversation. Evidently, Starscream was not.

“I hope I can count on you to at least back me up when the time comes.”

“Starscream: should refrain from scheming.” he said, a hint of irritation working its way into his voice. “Best way to serve the Decepticon cause: follow Megatron’s orders.”

“Unbelievable!” snarled Starscream, bolting upright. “You’re actually taking  _ his _ side!”

“Negative!” asserted Soundwave, his voice raising just slightly. “Starscream, Megatron, Soundwave: all on same side!”

“You don’t understand,” Starscream asserted. “I’m trying to do what’s best for the Decepticon cause!”

That hit a nerve. How dare Starscream imply that what Soundwave was doing  _ wasn’t _ for the cause.

“Negative. Starscream: the one who does not understand. Soundwave and Megatron: have personal history. Betrayal of trust: impossible.”

“Oh, trust me, I know all about your  _ personal history _ with Megatron. Knock Out told me how you two shared a berth during your heats.”

A heat rose to Soundwave’s face at such a personal detail of his life being brought up, and he was glad he had kept his visor on. It was true that he and Megatron had shared a berth several times, but it had been out of pure necessity rather than any sort of legitimate attraction.

“Interfacing with Megatron: in the past.” he insisted. “Circumstances then: complicated. Circumstances now: have changed.”

At some point during the conversation, something had changed in the Seeker’s optics. Simple indignation had grown into a deep, indestructible jealousy.

“Really?” hissed Starscream. “Because it doesn’t seem so complicated to me. It’s either me, or him. I’ll give you a while to think it over.”

With that, he leapt up and stormed out, leaving Soundwave alone in their agonizingly silent quarters.

Well, almost alone. Lazerbeak undocked from her place on his chest, nuzzling him comfortingly. He hadn’t meant for his symbiote to hear the entire conversation, but it would be pointless to try and hide it from her anyways. He ran a servo over her back, breathing a heavy ex-vent.

What was he going to do?

He loved Starscream, but that didn’t stop him from owing Megatron. If he turned his back on his vow of loyalty now, what did that make him? He had come from  _ nothing _ . The only thing he had had to offer Megatron was his loyalty. If he took that away, it was like a slap in the face to all that Megatron had done for him. His loyalty was what had elevated him from a worthless slave to the third in command of an army. If he abandoned his loyalty now, he was no better than the worthless slave he had started out as.

Maybe Starscream would come around. He could only hope. Something deep in his spark told him there were difficult times ahead, and he would rather not face them alone.

**Notes for the Chapter:**

> These poor boys D:
> 
> Coming up next, Megatron's obsession with the dark energon intensifies and Soundwave ends up in some trouble.


	3. Chapter 3

**Summary for the Chapter:**

> Megatron's instability continues to rear its head, and Soundwave gets into some trouble.

The next few days were absolutely miserable.

Starscream was still giving him the silent treatment, though even if things had been normal between them it wouldn’t have made much of a difference given the amount of tasks Megatron saw fit to give to both of them. He and Starscream were now on vastly different schedules, and often in completely different parts of the ship. There was a distinct emptiness on the bridge without the Seeker’s presence, and Soundwave found it increasingly difficult to concentrate on his ever growing stack of work.

He and Starscream weren’t the only ones who were being overworked. Poor Knock Out looked exhausted. Megatron hounded him constantly about his progress on the dark energon experiments, which didn’t do much to help the doctor’s already agitated state. He had become a walking mess of anxiety. Megatron didn’t even seem to notice, however, and continued to demand results.

Megatron himself seemed… different ever since his return. His moods shifted rapidly. One moment, he would be showering someone with praise, and the next he looked as if he was about to rip their very spark out.

Soundwave found himself trying to avoid Megatron, much to his own dismay. There was still that buzz inside him that craved Megatron’s approval, but now it was joined by a new sensation: fear.

_ No _ .  _ That’s not it. It can’t be. I don’t fear Megatron. He would never hurt me. _

Yet he couldn't deny the distinct unease that arose within him every time he witnessed the Decepticon leader deal out a brutal beating or a scathing reprimand to anyone who fell short of his expectations.

For as much as he sought to avoid Megatron, this task was made increasingly difficult by the fact that the warlord seemed to be seeking him out. Every time he turned a corner, Megatron was right there, demanding to know of any news from Earth communications or any signs of rebellion among the troops.

Shockingly, morale on the  _ Nemesis  _ was actually pretty decent, despite everyone’s exhaustion from being overworked and wariness that they might be next to face Megatron’s wrath at any moment. Megatron seemed so certain of his new plan, that everyone else couldn’t help but trust that he knew what he was talking about. The hope of finally winning the war outweighed the fatigue they were all feeling.

Eventually, their trust paid off, and a sizable supply of dark energon was located. Unfortunately, it was located in an area heavily patrolled by the Autobots.

“Soundwave, I’d like for you to accompany me to secure the dark energon deposit. We will work there until all of the dark energon is extracted. Be prepared to leave in half an hour,” Megatron ordered.

Soundwave responded with an affirmative nod, trying not to show the discomfort creeping into his field. He hated being away from the  _ Nemesis _ . Though he was a quite capable warrior, he felt that he was most effective working surveillance.

Before he went to join the gathered troops who had been selected to go on the mission, he let Lazerbeak undock, leaving her with orders to monitor the ship in his absence. It was more of an excuse than anything. He hated putting her at risk. At least this way he would know that she was safe.

The groundbridge was already open when Soundwave arrived to meet Megatron, and troops had already begun filing through. Breakdown was there as well, and he was the only one who looked somewhat enthusiastic about the mission.

A flash of silver caught Soundwave’s optics, and there, in a far corner of the room, stood Starscream. Their gazes met. Starscream wore a scrutinizing expression, but something else played faintly at the edge of his field. Was it… worry?

Soundwave felt an ache in his spark. He missed his partner. Perhaps when he returned, they could sit down to discuss things. Starscream couldn’t stay mad at him forever, right?

He allowed his field to radiate with apology and longing, hoping that everyone else was too occupied to notice. When he finally moved to step through the groundbridge, he noticed Megatron watching him questioningly, and his spark spun anxiously in his chest. Did Megatron suspect something?

_ No, stop worrying about it. He suspects nothing. _

He pushed away all remaining anxieties and stepped through the groundbridge.

-

The first few hours of harvesting the dark energon were uneventful, but it didn’t take long for the Autobots to become aware of their activities and launch an attack.

Soundwave’s enhanced sensors had caught on to an Autobot presence, robbing them of the element of surprise, but the enemy had come in greater numbers than usual this time, led by Prime himself. It didn’t help that the Decepticon forces were still exhausted from being overworked. They put up an embarrassingly pitiful fight.

Their troops were being torn apart left and right. Megatron, who was engaged in one on one battle with the Prime, seemed not to notice their diminishing chances of victory.

::Lord Megatron:: Soundwave sent a comm to his leader, hoping that Megatron would actually see it in the midst of his battle. ::Recommended course of action: retreat. Too many resources: lost. Victory: unlikely::

“No!” growled the warlord out loud. There was a loud crash as he tossed the Prime into a far wall, he and took that opportunity to shoot a blistering glare at Soundwave. “Hold your position! This supply of dark energon is too valuable to lose.”

Soundwave could do nothing but comply and keep fighting. He managed to corner the green wrecker, who was putting up quite the fight. Soundwave was so occupied with trying to subdue the other mech that he failed to notice a certain yellow scout sneaking up on him until it was too late. Heat scorched across his lower back as a shot from a blaster hit him in the spinal strut. He attempted to lash out with one of his tentacles, but the scout was too fast. A second shot caught Soundwave in the thigh, and he crumpled painfully.

The wrecker wasted no time in lashing out, catching Soundwave squarely in the side of the helm with a swift punch. The blow sent him rolling several meters. Static threatened to take over his vision, and even worse, there was a numbness creeping into his legs, and he found that no matter how hard he tried, he couldn’t move them at all. As the wrecker approached him, Soundwave shot a frantic glance at Megatron.

Megatron’s optics fell on Soundwave, a glint of worry in his expression, but his gaze was torn away when the Prime began to stir from the place where he had been thrown. Megatron glanced back and forth again between Soundwave and Prime. The uncertainty in his gaze only lasted a fraction of a second, however, before it was replaced with something cold and distant that sent chills down Soundwave’s spine. Despair rocketed through his processor as Megatron turned away from him and charged towards the Prime.

_ No!  _ Soundwave’s spark filled with dread.

The wrecker was standing over him now, a blaster aimed squarely at Soundwave’s chest.

_ This is it. I’m going to die. _

He flinched as the blaster fired, but the blast ricocheted off course as the wrecker was suddenly tackled from the side by Breakdown.

Soundwave almost cried out in relief.

By this point, even Megatron was starting to realize that this was a battle they would lose.

He called a retreat, though only about a quarter of their original troops were still functional. They rushed towards the groundbridge, Megatron quick to follow, after glaring over his shoulder to spit some last venomous insult at Prime.

Soundwave still couldn’t move his legs, and for a terrifying moment he thought he might be left behind, but Breakdown returned from out of nowhere, scooping the intelligence officer into his arms in one quick motion.

“Hold on, Sounders, I’ve got you,” he said.

Soundwave wanted to protest at the indignity of being carried, but he was so relieved to still be alive that he allowed himself to be carried through the groundbridge without a fight.

On the other side, Megatron had already flown into a furious rampage.

“That. was. A disaster!” he boomed. “Not only did we fail to recover some of the dark energon, but now the Autobots have control of the deposit!”

“But sir! We still recovered most if it,” a Vehicon spoke up nervously.

Megatron whirled towards the other mech, seizing him by the throat.

“ _ Most _ is not good enough. I will not rest until every last fragment of dark energon is under my control alone.”

Megatron twisted his servo harshly, and there was a loud snapping sound before the Vehicon fell dead at his feet.

“In fact, none of you will be getting any rest until the dark energon is secured. Get back to work, immediately!”

The rest of the surrounding soldiers scrambled to return to their stations. Megatron watched them, fury burning in his optics, before casting his glance towards Soundwave and Breakdown.

“Take him to the medbay,” he said dismissively. “And tell Knock Out that I need him operational as soon as possible.”

“Right away, my Lord!” Breakdown said, before heading off in the direction of the medbay. He walked at a swift pace, obviously wanting to put some distance between himself and Megatron as quickly as possible.

Soundwave fought to stay conscious. Each time he closed his optics, he was greeted by Megatron’s cold, unfeeling stare.

_ Megatron was going to leave me for dead. _

Horror crept through his frame as it sank in.

_ Have I really become that disposable to him? I have given everything I have to the cause! _

He was jolted from his thoughts as he was deposited onto a medical berth.

“Been a while since I had you in here, Soundwave. What happened?” asked Knock Out, his voice echoing with genuine concern.

“It was bad,” said Breakdown, taking a seat on a berth opposite Soundwave. “I don’t think I’ve seen the Autobots fight like that in centuries. And that’s not even the worst part. The look on Megatron’s face when we got back…” He shuddered. “I’d steer clear from him for a bit, K.”

“You don’t need to tell me twice,” Knock Out grumbled as he examined Soundwave’s leg. “If you ask me, our esteemed Lord has been in a foul mood ever since he returned from space.”

“It’s that dark energon,” said Breakdown. “That slag’s really gone to his head. Don’t get me wrong, mech’s always had a few anger issues, but I can’t be the only one who thinks it’s gotten worse ever since he got back.”

Knock Out nodded his helm in agreement, but before he could say more, the door to the medbay flew open and a very agitated Seeker stormed in.

“Where is he?” demanded Starscream, but before anyone could answer, his optics had already landed on Soundwave.

He rushed over, fear and worry apparent in his field.

“Soundwave!” he gasped, his optics wide with concern as they landed on the obvious blaster marks scorching Soundwave’s leg.

“Wh- what’s the damage?” he asked, turning to face Knock Out.

“Blaster caught the relay motors in his spinal strut,” said Knock Out. “He won’t be able to walk until I can get it repaired. Should take a few days before he’s up and moving again. I’d keep him longer if I didn’t think Megatron would have my head for it.” He grimaced. “Other than that, a blaster wound to the leg, and a heavy blow to his head. Both of those should heal quickly. He’ll be fine.” Knock Out offered a reassuring smile to Starscream, who sighed in relief.

The Seeker took Soundwave’s servo, gripping it as if the other mech would be torn from his grasp at any moment.

“Don’t scare me like that again.” he said, his voice still shaking with dismay.

“Soundwave: will put in best efforts not to scare Starscream in the future.”

The Seeker smiled at him, and Soundwave’s spark leapt. Oh how he had missed that smile!

Slowly, Starscream eased himself onto the berth next to Soundwave, careful not to jostle his injuries.

“I’m sorry, Soundwave,” he said. “I was being a fool. I shouldn’t have been so demanding of you.”

He gently leaned his helm onto Soundwave’s chassis.

“I still don’t trust Megatron, and I never will. But whatever happens... I trust you.”

Soundwave squeezed the Seeker’s servo appreciatively, a silent sign of his acceptance of the apology.

Truthfully, though, some part of him started to wonder if perhaps Starscream had been right after all.

The way Megatron had looked at him… as much as he tried to deny it, there was no doubt that the warlord would have let Soundwave die. This was a far cry from the Megatron he had met in the arena and the Megatron he had pledged his loyalty to. He shuddered. He didn’t want to think about it any longer.

He was safe, wrapped tightly in Starscream’s arms. Right now, that was the only thing that mattered.

**Notes for the Chapter:**

> Soundwave owes Breakdown a huge thank you for saving him! Knock Out is very proud of his sweet husband.
> 
> Coming up next: Starscream and Soundwave won't be able to keep their relationship under wraps for long.


	4. Chapter 4

**Summary for the Chapter:**

> Things go downhill.

Starscream somehow managed to sneak away and visit Soundwave every day that he was confined to berth rest. It helped ease the third in command’s anxiety at not being able to work, though thankfully Lazerbeak had been helping pick up the slack by keeping an eye on communications for him.

After what seemed like an agonizingly long few days, Knock Out finally cleared him to go back to work.

“Try to avoid any strenuous activity until you’re fully healed. That includes any playful romps on the berth with Starscream.” Knock Out gave a sly wink, and Soundwave felt a heat rise to his faceplate.

Lazerbeak greeted him with a delighted trill as he returned to his station. As she docked and began her upload, his sensors caught on to another presence that was waiting for him.

“Soundwave,” said Megatron cooly, placing a giant servo on the intelligence officer’s shoulder. Soundwave wanted to move away, but he didn’t dare, not wanting to do anything to spur his leader’s wrath.

“It is good to have you back. I must apologize for my rashness during the battle. I never meant for you to be put in jeopardy.”

Soundwave couldn’t believe his audials. _ Megatron was apologizing to him? _Perhaps he had misjudged the warlord.

“Of course, no harm done, in the end. You’re a competent warrior. I knew you’d make it out.”

Was that supposed to be a compliment? It felt oddly threatening, but the part of him that thrived on Megatron’s praise responded eagerly nevertheless.

“You’ve been devoted to the cause since day one, haven’t you, Soundwave? It’s good to know I have such trustworthy and loyal bots on my side. Keep up the good work.”

Megatron sauntered away, and Soundwave watched him through confused optics.

A part of him felt guilty now for doubting Megatron, yet he could not bring himself to fully forget the detached look in Megatron’s optics on the day of the battle.

_ Starscream never would have left me behind… _

Of course, no bot would be so cold-sparked to leave behind their own partner, but even before their relationship, when they had been simply fellow officers in the same army, Starscream would not have simply left another officer to die.

He would likely have claimed a self-serving excuse for it, sure. Said that Soundwave owed him a favor now, or used it to gain traction with Megatron in some way. But still, he would not have left anyone behind. Soundwave was certain of that.

_ How things have changed _. Even just a year ago, Soundwave would have been shocked by his own blind faith in Starscream and doubt of Megatron.

He and Megatron had a long history, and despite his current doubts, he couldn’t deny that their history still meant something to him. They had fought by each other’s side, experienced severe hardship, and come out stronger. Megatron was the first mech to actually see Soundwave as a person and not just an enemy or a tool.

Aside from his symbiotes, there was only one other mech who knew Soundwave so intimately, and that was Starscream.

The circumstances were similar, yet why did the thought of Starscream bring warmth to Soundwave’s spark, while the thought of Megatron brought nothing but dread?

And just like that, an answer occurred to him.

_ Starscream had asked _.

He didn’t come with the privilege of knowledge like Megatron did, yet he had actively sought it out. He had showed genuine concern and care for Soundwave, even when he had no reason to.

And that, Soundwave realized, meant everything.

-

Despite Knock Out’s warnings against certain types of strenuous activity, Soundwave found it hard to resist as Starscream pulled him into a storage closet, their frames radiating with heat that the cramped space did nothing to cool.

“Finally,” the Seeker breathed. “I thought I’d never get a chance to catch you alone.”

Soundwave nuzzled his helm against Starscream’s neck, running eager servos all over the other mech’s frame. On the bridge, they kept up appearances of a friendly, yet professional working relationship, but not having the chance to touch his partner was slowly driving Soundwave mad.

His sentiments were echoed as Starscream pulled him even closer, possessive servos gripping his shoulders. Soundwave retracted his visor and planted gentle kisses on Starscream’s collar, up his neck, and finally, a deep and passionate kiss on his lips. He revelled in the taste of his partner, and Starscream made a soft noise of approval.

He allowed Starscream to move them back a few paces, until Soundwave was pushed up against one of the walls of the small room. Normally, they would draw things out for much longer, but ever since Megatron’s return they’d gotten used to keeping their intimate moments brief, in fear that they may be caught. The hurried pace was fueled further by their hunger for each other’s touch, as they had been starved of getting to touch and plant kisses freely.

Soundwave moved his legs apart, a silent plea for Starscream to _ take him now _.

Luckily, the Seeker seemed to be of the same mind, and he slid a leg between Soundwave’s own spread legs, grinding his hips against Soundwave as he did so.

If Soundwave hadn’t been so deeply entranced by his partner’s touches, perhaps his sensors would have picked up the approach of another mech, but he remained blissfully unaware until it was too late.

Without warning, the door to the room flew open, and there stood Megatron.

His eyes raked over the scene before him, and there was no possible way to hide what was going on. Both mechs looked back at him in shock, and Soundwave felt Starscream’s grip around him tighten protectively.

“Starscream!” Megatron bellowed. “What are you doing to my third in command?”

“Nothing he didn’t ask to have done to him.”

Starscream somehow managed to keep his voice even, despite the fear that Soundwave sensed resonating through his field.

Megatron growled, a low, threatening sound, and in one swift motion, seized each of them by the arm, jerking them apart, but keeping them in his grip.

The warlord’s hold on his arm was painful, and as Soundwave glanced at Starscream, he noticed the metal on the Seeker’s arm starting to dent under Megatron’s servo. Panic raced through Soundwave’s processor. He could not allow Starscream to get hurt!

“I knew it was only a matter of time before you made a move against me. But you, Soundwave?” Soundwave instinctively moved his visor back over his face in a defensive gesture, but it didn’t make him feel any safer. Megatron’s furious optics seemed to bore straight through it.

“I never thought that one of my most loyal officers could betray me in such a way.”

“My Lord, please! We meant nothing against you. It was just-”

“Quiet, Starscream!” Megatron yelled, and his grip around the Seeker’s arm twisted brutally, causing Starscream to cry out.

Soundwave wanted to cry out too. He had to do something to stop Megatron before he ended up seriously hurting Starscream, or worse...

Soundwave decided to take a page out of Starscream’s book. He’d need to beg. He lowered his helm in deference and attempted to push any tension out of his field. Starscream watched him through fearful optics. Soundwave knew his partner would hate seeing him reduced to pleading, and Soundwave hated lowering himself in such a way, but he had no choice. There was no way Megatron would listen to Starscream, but maybe he would have mercy on them if Soundwave intervened.

“Soundwave and Starscream: loyal to the cause. Loyal to Megatron,” he said. “Relations with each other: not intended as attack.”

“Do you think I’m so foolish as to believe that?” snarled Megatron. “I tolerate Knock Out’s little affair with that oaf Breakdown, but this is going too far. My two highest ranking officers? You expect me to believe that you're not plotting against me?”

“Master, please,” Soundwave begged, channeling submission into his field. "No intentions against Megatron."

This seemed to appease Megatron somewhat, and he finally released his grip, roughly throwing the two mechs to the ground before him.

“I forbid you from seeing each other again. If one of you says so much as a word to the other that is not strictly business, I’ll make you regret ever being sparked. Is that understood?”

“Yes, my Lord,” said Starscream, his voice shaking.

“Yes, Lord Megatron,” echoed Soundwave.

“Good. Now get out of my sight.”

Soundwave and Starscream stole one last desperate parting glance at each other before they rushed back to their respective stations and away from Megatron’s vicious glare.

**Notes for the Chapter:**

> So yep, things are pretty bad for these boys right now. I hate being so mean to these two, but angsty ideas come much more easily to me.


	5. Chapter 5

**Summary for the Chapter:**

> Shit goes down.

Soundwave wanted to cry out. He felt as if his spark had been torn in two.

Surely there was a way to fix this. Maybe Megatron could be reasoned with…

No. He had felt the warlord’s anger. Never before had that anger been so squarely directed at him. It was terrifying. There was no reasoning with Megatron.

_ How did Starscream deal with it for all those years? _

The only reassurance he had was knowing that the two of them had somehow escaped unharmed. Watching Starscream be hurt, for something he had helped cause… Soundwave wouldn’t have been able to handle that.

His relief did nothing to change their current predicament.

He and Starscream could go back to sneaking around, but they wouldn’t be able to keep up appearances forever, and when they inevitably got caught, there was no chance that Megatron would be merciful a second time.

Their only options were to accept a life without each other, or turn against Megatron once and for all. Soundwave didn’t know if he’d be able to live with himself in either scenario.

A small chirp alerted him to Lazerbeak’s presence. He acknowledged her as warmly as possible, but she seemed to sense that something was wrong.

She requested to dock, and seemed quite insistent about it.

He let her connect, and was confused to be greeted by a message from Knock Out.

::Soundwave, it’s time for a check up on the progress of your injuries. Meet me in the medbay in one hour.::

It was odd that Knock Out chose to contact him this way, but he was relieved to have some sort of distraction, and a chance to escape from Megatron’s oppressive presence.

-

When he reached his destination, he was greeted by Knock Out standing outside the medbay doors. “Ah, Soundwave! Here for your checkup?” he said loudly.

Soundwave tilted his head in confusion, but once Knock Out seemed satisfied that no one was listening in, he leaned closer and spoke in a low whisper.

“He’s inside. I suggest you keep it quick. If you get caught, I cannot back you up. I have my own needs to look after.”

Soundwave’s spark skipped a beat, but he managed to nod his understanding.

“I’m sorry this happened,” Knock Out sighed. “Good luck, to the both of you.”

He held the door open for Soundwave, closing it securely behind him.

The medbay was dark, but a familiar shape was waiting for him.

Starscream pulled him into a tight embrace, which lasted for several minutes.

Soundwave never wanted to let him go, but finally, they pulled apart.

Starscream sighed.

“Got any brilliant ideas?”

“Negative.”

“I hate him,” Starscream muttered, but there was more exhaustion in his voice than anger.

“He sees everything as a threat. His paranoia is going to get a lot of bots killed one day.”

Starscream glanced around, as if some idea would magically come to him from somewhere within the room.

“If we move against him now, we’ll fail. He’s strong, and the dark energon has only made him stronger. We could always run away-”

“Negative,” interjected Soundwave. He couldn’t abandon the cause. And besides, there was no guarantee that Megatron wouldn’t track them down wherever they went.

“I thought you might say that,” said Starscream. Soundwave dipped his helm, but Starscream slipped a servo under his chin, bringing it back up. He pressed their foreheads together.

“We’ll think of something. I promise.”

They spent as long as they dared wrapped in another tight embrace, until they were finally forced to part before anyone found them.

“Stay safe, please.” Starscream whispered as he pressed one final kiss to Soundwave’s forehead.

Soundwave gave Starscream’s servo a tight squeeze before letting go, and he watched the Seeker’s frame disappear down the hallway.

They’d think of something. Megatron couldn’t keep them apart. Soundwave may have been conflicted about things before, but now, he knew solidly where he stood.

-

The  _ Nemesis  _ felt like a ticking time bomb, poised to go off at any minute.

Soundwave would have liked nothing more than to keep to himself, but given that his job was to monitor the activities of every bot on the ship, that proved to be rather impossible.

Avoiding Megatron proved to be impossible too. The warlord always seemed to show up out of nowhere, keeping a threatening eye on Soundwave’s activities.

He and Starscream didn’t dare see each other in person again, though they managed to communicate by having Lazerbeak deliver messages. Soundwave wanted nothing more than to curl up in his partner’s arms, safe from the war and Megatron and dark energon.

He was jolted from his thoughts by a terrifying, audial-splitting shriek. In the doorway to the communications center stood a re-animated Vehicon. Its eyes glowed purple with dark energon, and regular energon dripped from its mouth.

It was followed by Knock Out, who tore around the corner in vehicle mode, ramming into the creature at full speed. The impact left several marks on Knock Out’s paint, but seemed to have no effect on the monster, other than temporarily stunning it.

Soundwave wasted no time in activating the electricity in his tentacles. He moved forward slowly, not wanting to scare the creature off. It finally seemed to notice him, and raced forward with a hungry growl.

“Don’t let it bite you!” Knock Out warned. “It will drain you of energon in minutes!”

Soundwave acknowledged the warning with a nod, maneuvering out of the way just as the creature got to him. Before it could reorient itself, he zapped it in the side, and it collapsed, twitching.

“Good work,” Knock Out said, catching his breath as he transformed.

“Indeed,” boomed another voice.

They both turned to see Megatron watching them from the doorway. He strode over, looking with disgust upon the body of the fallen creature.

“You’re lucky Soundwave was here to help you, Knock Out. Since apparently you can’t even handle one dead Vehicon on your own.”

“I was not prepared for the… drastic results my experiment yielded,” Knock Out said defensively.

“Obviously,” said Megatron, nudging the unconscious creature with a pede.

“Your results have left much to be desired. Perhaps you’re not taking this seriously  _ doctor _ , so let me be clear. I want results by the end of the next solar cycle, or else I will be forced to remove you from the project.”

He lifted his pede and stomped on the creature with bruising force, crushing it into pieces.

“Do we have an understanding?”

“Yes, Lord Megatron.”

Megatron strode away without another word. Once he was gone, Knock Out let out a shaky ex-vent.

“It’s back to the lab for me. I’ve got to figure this out. Starscream’s been taking the brunt of the blame for me, but we knew it could only last so long.”

At the mention of his partner, Soundwave perked.

“He’s fine, don’t worry,” Knock Out reassured him. “Or at least, as fine as any of us can be given the rather, er, stressful work environment.”

He cast a glance at the dead Vehicon.

“I’ll send someone to clean that up. Thank you for your assistance, Soundwave.”

As Knock Out retreated back to his lab, he did his best to hide the anxiety working in his frame, but Soundwave could still feel it. He wished there was something he could do for Knock Out, but at this point he doubted that he had much sway with Megatron anymore.

They best they could do was keep their heads down and hope that Megatron would be satisfied.

-

After the designated solar cycle had passed, Megatron called his command staff to the bridge to witness the testing of Knock Out’s new dark energon formula.

The red mech looked incredibly nervous, and Soundwave didn’t blame him. The expectations that Megatron had set before him were stressful enough without the entire command staff being present to witness his potential failure.

The last mech to arrive was Starscream, and Soundwave’s spark skipped a beat upon seeing him. It was the first time they had seen each other since their meeting after Megatron discovered them.

The Seeker looked worse for wear. His wings drooped in exhaustion, and his frame was covered in scrapes- likely tokens of Megatron’s dissatisfaction with his work. Soundwave’s plating flared, and he longed to reach out to his partner, but upon receiving a withering glare from Megatron, he moved his focus elsewhere.

Megatron had brought the body of a soldier who had been killed in an earlier battle and laid it before Knock Out expectantly. In the doctor’s servo were two vials of a melted down version of the dark energon crystal. Soundwave assumed it had been mixed with something to create a new formula.

“Well, get on with it,” ordered Megatron.

Knock Out swallowed audibly and knelt to inject the formula into the corpse. Within a few seconds, the body began to thrash and shake, until it sat upright with a groan.

“On your feet,” ordered Megatron, and the newly animated mech slowly climbed to a standing position.

Megatron grinned, satisfied, but Soundwave was deeply unsettled. The mech’s optics gave no semblance of recognition. It was as if he was an empty shell that could move, but had no function outside of that.

“Now, prove to me once and for all that you are capable of following my every command. Kneel before me, and pledge your loyalty to me,” Megatron ordered.

The mech made no movement, and gave no indication that he even heard what Megatron had said. He stared ahead blankly, his optics dull and void of any sort of consciousness. It was more than unsettling- it was downright disturbing.

“Did you hear me? I said kneel!” Megatron demanded, but still the mech gave no recognition of the command.

Megatron snarled. He reached out, grabbed the mech by the helm, and slammed him face first into the floor. The impact was enough to knock the mech offline.

“You’ve failed me for the last time, Knock Out!” Megatron growled. “I gave you a very simple task, and you can’t even accomplish that. Perhaps you will be more of use to me as a test subject.”

“My Lord, please!” cried Knock Out. “I’m on the right track with the formula, I promise. It just needs a few more tweaks-”

He was cut off as Megatron raised a fist, but before the blow could land, Starscream stepped between them.

“Enough of this foolishness! Lord Megatron, you have wasted enough of our resources as it is without offlining our  _ only medic _ .”

Soundwave’s spark clenched in fear.  _ Please, don’t do this Starscream. For once in your life, keep your mouth shut. _

To his dismay, Starscream continued.

“Please, my Lord, have reason. Our soldiers are worked to the point of exhaustion, we are low on energon because we spend all our time searching for your dark energon, and now you threaten to disable an important member of command? This must stop. You-”

_ Crack _

A heavy blow caught Starscream on the side of his helm and sent him sprawling on the floor.

“I am tired of your insolence, Starscream,” snarled Megatron. A heavy pede caught Starscream in the abdomen. He tried his best to curl in on himself defensively, but it did little good against the blows that continued to rain down on him.

Soundwave’s processor spun in panic. This couldn’t be happening.

“ _ I’m  _ the one in charge here, not you.  _ I  _ am the rightful leader of the Decepticons. You have challenged my authority for the last time. Your little schemes were entertaining for a while, but now that we are so close to winning the war, I have no time for such games. Let this be a lesson to everyone. I have no place for traitors in my army.”

Starscream didn’t even try to beg. His wing was bent at a crooked angle and energon dripped from his mouth. Soundwave’s spark ached at seeing the love of his life in such a state.

Suddenly, Megatron activated his canon, and Soundwave made a noise of distress.

Megatron turned to look at him. A sinister smile crept onto the warlord’s face as an idea graced his processor. He disarmed his canon.

“Soundwave,” he said. “Why don’t you finish the job for me? Knock Out can inject him with his second dose of formula afterwards. I’m sure Starscream will be a lot more pleasant that way.” He paused. “At least he’ll be quieter.”

Soundwave’s field flared with panic. The order was clearly intended to test his loyalty. He’d had a fragment of hope left in Megatron, that maybe his Lord would see reason, but now, there was no choice. He would not hurt his love, even if it meant-

Even if it meant standing against Megatron.

“Soundwave, I gave you an order,” Megatron said impatiently. “Is my entire command staff so disobedient that I shall have to punish them all?”

Soundwave cast one last look at Starscream. The Seeker’s expression was unreadable, clouded with pain. The presence of Soundwave’s partner gave him strength, and he turned to look Megatron right in the optics.

“No,” said Soundwave.

“ _ What _ did you just say to me?”

“No,” he repeated.

“You dare disobey your master!” Megatron growled.

Soundwave pulled an ancient clip from his audio files, from the very first exchange between himself and Megatron.

“-we serve no master,” Megatron’s voice rang from his speakers.

In case it wasn’t clear enough, he clarified, in his own voice.

“Soundwave: serves no master.”

Megatron snarled and began to circle him, but Soundwave was already moving into a fighting stance. Truthfully, he wasn’t sure what his chances were, but he’d come close to beating Megatron once before in the arena. He could do this.

It was time for a rematch.

**Notes for the Chapter:**

> Next up: prepare for a rematch!


	6. Chapter 6

**Notes for the Chapter:**

> This is the final chapter! Thank you to everyone who followed along and left comments. You guys are the best!
> 
> Now let's see if Sound and Star make it out of this!

The two former gladiators circled each other with anticipation. The other bots in the room backed off, pressing to the far corners, but watching with enthralled interest.

“I never thought I’d see the day when my most loyal officer turns traitor,” growled Megatron. “You would elect to follow that weak, pathetic excuse for a second in command, just because he gives you a good frag. I didn’t realize you were so driven by the whims of your valve.”

Megatron was trying to humiliate him, but Soundwave paid him no mind. He was too busy analyzing his opponent, searching for an opening.

They’d both had updates to their frames since the last time they fought. Megatron had added more weapons. He was slightly bigger now. Soundwave, on the other hand, had gotten rid of much of his fighting protocols, opting instead for a smaller frame that was more fitted to intercepting and storing data, suiting his new role.

Despite this, Soundwave wasn’t about to throw in the towel so quickly. Megatron may be bigger, but he had grown dependent on his weapons during the war, and his hand to hand combat skills were not what they once were. And Soundwave was fast.

_ You can do this _ .

Realizing he wasn’t going to get a rise out of Soundwave and not wanting to draw things out further, Megatron charged, swinging at Soundwave. One of his arms transformed into a blade mid-swing, and Soundwave ducked out of the way.

Megatron made another swing at him, and Soundwave blocked it with his tentacles. He wrapped the appendages around Megatron’s arm, squeezing unrelentingly. He gave a harsh twist, and Megatron’s arm snapped off at the elbow.

The warlord roared in fury, but just as Soundwave thought he had gotten an upper hand, the remainder of Megatron’s arm transformed into a canon. He was just barely able to move out of the way as Megatron fired a searing blast at him. Several of the other bots in the room scrambled to get out of the way, and a large hole was blown through the wall behind them.

“Surprised, Soundwave?” Megatron smirked. “Surely you didn’t think that after millions of years of war I hadn’t prepared for something like this to happen in battle and equipped myself accordingly.”

Soundwave used the opportunity while Megatron was talking to catapult himself forward. Megatron’s arm-blade was still in his grip, and he aimed it directly at the warlord’s chest. Megatron was too fast for him, however. With a swing of his undamaged arm, he knocked the blade aside as if it was nothing, and it went flying out of Soundwave’s grasp.

Soundwave managed to duck another blast from the canon. He hung back, just out of Megatron’s reach, considering his next move. Most of Megatron’s weapons were located on the upper part of his body, so perhaps he should strike low.

Megatron charged him again, and Soundwave twisted out of the way. In the fraction of a second that his opponent’s back was still turned, Soundwave struck out, forming a bladed end with his tentacle and striking the back of the warlord’s legs.

Megatron faltered, and Soundwave attacked again, making a second cut, this one even deeper than the first. While Megatron was still off balance, Soundwave gave a heavy kick to his chassis, sending him to the floor. He planted a pede on Megatron’s chest, much in the same way the warlord has once done to him.

“Yield,” Soundwave said.

“Never!” Snarled Megatron. “If you think this is over, you are dangerously mistaken.”

In a flash, he pulled a purple crystal from his subspace-- dark energon. Before Soundwave could stop him, Megatron jammed the crystal into his chest, in a seam between the plates guarding his spark chamber.

The impact caused a blast of energy that blew Soundwave back several meters.

Megatron’s eyes gleamed with furor and he let out a scream that sounded somewhere between painful and ferocious.

In a fraction of a second, he was back on his feet and charging directly at Soundwave.

Soundwave was able to dodge again, just barely, and the very tips of Megatron’s talons scraped the paint on his chest.

He tried to stay calm.  _ You can still win this _ . But his terror was growing more and more with each attack Megatron made.

The dark energon, unstable though it may be, truly did make Megatron stronger.

The warlord unleashed a series of blows. Soundwave managed to dodge most of them, though a few caught him in the arms or chest.

He was starting to grow tired, now. This needed to end quickly or else Megatron would outlast him.

Megatron let out a demented laugh that was downright disturbing.

“Go ahead, Soundwave. Make your move.”

Soundwave considered. His best bet would be Megatron’s left side, where his arm was damaged. He wouldn’t have full range to protect his hip area.

Without wasting another second, Soundwave activated the electricity in his tentacles. The ends crackled with several thousand volts waiting to be unleashed. It was enough power to stun even a mech as large as Megatron.

He made his attack, aiming for Megatron’s legs again but diverting at the last second to strike the place he had noted. The prongs of his tentacle dug into Megatron’s side, and the warlord cried out as his body jerked with electricity.  _ Any second now, he’ll drop… _

But instead, to Soundwave’s shock, Megatron pushed through the intense pain, reaching out with his good arm to grab Soundwave’s appendage. He tugged it, yanking Soundwave closer to him. Soundwave scrambled to get away, but Megatron’s grip was firm. With a mighty shove, he pushed the tentacle towards Soundwave until the end made contact with Soundwave’s chest.

A small cry escaped Soundwave as electricity raced through his body, and it took him several seconds to deactivate it. He panted, trying to get his bearings, but Megatron had already taken that opportunity to attack again, and this time Soundwave was too disoriented to dodge the blows.

He tried desperately to shield himself, but it was no use. Blows rained down on his chest, his arms, his face. A particularly hard punch landed on his visor, splintering the glass into a spiderweb pattern of cracks. The blow knocked Soundwave back, and though he managed to maintain his footing, a blast from the canon caught his leg and sent him to the floor.

The odds of the fight had turned against him now, but he refused to give up.

_ I have to do this. For Starscream. If I don’t win, we both die. _

He kept kicking feebly, even as Megatron seized him by the throat, lifting him up and slamming him against a wall.

The servo around his throat tightened. White patches were already appearing in Soundwave’s vision as he struggled to intake. He tugged weakly at the giant servo, but it made no difference.

“You put up a good fight, Soundwave. But in the end even you don’t stand a chance against my might. Well? Any last words from the ever-silent traitor?”

Soundwave refused to give Megatron the satisfaction of hearing his voice, even if he somehow would have been able to speak with the tight grip constricting his intake.

His vision started to fade.

_ I’m sorry, Starscream. I couldn’t protect you. _

Suddenly, Megatron made a choking sound, and his grip on Soundwave’s throat released. Soundwave fell to the floor, gasping for breath.

Above him, Megatron faltered, grabbing at his chest. It took Soundwave a moment to notice the blade protruding from it- Megatron’s own blade that Soundwave had attacked him with earlier. It had been shoved into him from behind and had torn through his entire spark chamber. Energon now gushed between the seams of Megatron’s armor. He tried to stop it with his servo, but it was too much, and too fast. He crumpled to the floor, turning to gaze in shock at his attacker.

There, still gasping in pain and struggling to stand upright, stood Starscream.

“You know,” Starscream panted, “I don’t know much about being a gladiator, but I believe there is a very crucial rule that should always be followed. Never turn your back on an enemy until you’re certain they’re dead.”

Megatron tried to speak, but all that came out was a gurgle as energon poured from his mouth. For the first time in centuries, his optics betrayed real fear. Finally, his entire body went limp and his field went silent.

Starscream poked him with a pede. “He’s dead,” he announced, sounding just as shocked as anyone else despite being the one to deal the killing blow.

Starscream’s gaze turned to Soundwave, and he extended a servo. Soundwave took it, and rose to his feet. The two of them leaned on each other for support. They were both nearly to the point of falling over.

After a moment, Starscream had gathered his composure, and he turned to the rest of the bots in the room, who were staring silently in shock.

“Lord Megatron is dead,” he announced. “I, Starscream, am now the rightful leader of the Decepticons. I ask you to pledge your loyalty to me. Anyone who elects not to may leave peacefully, but know that you will not be allowed to return.”

He waited to see what would happen next. Though he did his best to channel confidence into his field, Soundwave could sense the underlying doubt and anxiety.

Finally, Knock Out spoke.

“All hail Lord Starscream!” It was spoken with confidence, and Soundwave didn’t miss the slight smile that graced Knock Out’s features.

The rest of the mechs were quick to follow.

“All hail Lord Starscream!” they echoed.

Starscream nodded his approval, before another wave of exhaustion hit him, and Soundwave had to struggle to keep him upright.

“You are all dismissed until further notice,” he said. “Inform the rest of the ship what has happened. I’ll hold an assembly shortly, as soon as my injuries are taken care of.”

Everyone filed out, leaving Soundwave, Starscream, and Knock Out.

“Come on,” said Knock Out, moving to Starscream’s other side to help Soundwave support his weight.

“Let’s get you to the medbay. You too, Soundwave. The both of you are lucky to have made it out of that alive.”

Lazerbeak dive bombed them as soon as they were in the hallway, trilling with relief as she nuzzled against Soundwave. His chest was too damaged for her to be able to dock, but seeing him alive gave her some reassurance, and she followed the group as they made their way to the medbay.

Knock Out was oddly quiet as they walked along.

“Something on your mind?” asked Starscream.

“You didn’t have to do that for me,” murmured Knock Out. “I screwed up. I deserved whatever punishment he was going to give me.”

Starscream snorted. “Nobody deserves what he was going to do to you.”

“But I could have done something! I could have stood up to him, like you two did. Instead, I just hung back and watched, like the coward I am.”

“Take it from someone who’s been called a coward too many times to count,” said Starscream. “You are no coward. I’m sure Breakdown will thank you for not getting yourself tangled up in a brawl that you were sure to lose.”

Knock Out nodded appreciatively, and remained silent the rest of the way to the medbay.

After Knock Out had gotten them patched up, he advised berth rest for both of them. Neither was willing to argue. They could both use the rest.

Lazerbeak had long since fallen asleep in a far corner, able to relax knowing that her carrier was in good hands.

As soon as Knock Out left to go check on Breakdown, Soundwave immediately climbed into the same berth as Starscream. He wrapped his arms around the Seeker, tucking the other mech’s helm under his chin. It had been too long since he’d gotten to hold Starscream, and Soundwave’s joy and relief and finally being safe and united was so overwhelming that he began to tremble.

“It’s ok, it’s ok,” Starscream reassured him, running a soothing servo up his back. “We’re safe.”

He could sense that the Seeker’s own tensions were still running high. After several long minutes of silence in which Starscream seemed distracted about something, Soundwave finally let out a questioning hum.

Starscream sighed. “It’s hard to explain. I just- I’d always hoped that one day I would take Megatron’s place because the Decepticons chose me over him. I had hoped to win the favor of the majority, do things the right way. For all the talk about offing him in his sleep, I don’t think I would have actually been able to do it. I wanted to earn my place, but now it seems that I ended up in that place the way everyone always assumed I would- by stabbing him in the back.”

Soundwave didn’t know what to say. Maybe the way Starscream had killed Megatron seemed underhanded on the surface, but there had been extenuating circumstances. He would never blame Starscream for something like that, though maybe he wasn’t one to talk since Starscream’s actions had saved his life.

“Starscream: worthy of leading the Decepticon cause,” he said at last. “Starscream: Intelligent. Strong. Brave.” He paused, tracing a digit lovingly along Starscream’s cheek. “Caring.” The faint shadow of a smile graced Starscream’s features.

“Megatron: none of these things.” He continued.

He was not good with words, but he hoped his point had gotten across. Even if Starscream didn’t have the respect of his army now, he would have it in time. Megatron’s actions over the course of the past few weeks had tarnished the warlord’s image in the eyes of many of the Decepticons. He doubted that Megatron would be mourned by anyone other than his most loyal followers.

Once, Soundwave would have counted himself among them.  _ How quickly things can change. _

A prick of guilt poked at his spark. He had ended up breaking his oath after all. He had sworn loyalty to the mech who gave him his freedom, and thrown it all away like it was nothing. Everything Megatron had said about Soundwave was true. He was a traitor. Filthy, dishonest, worthless.

So why didn’t he feel like any of those things?

For the first time in his life, Soundwave felt  _ whole. _

Megatron had freed him from the arena, but he expected undying loyalty in return.

Starscream had set him free in a different way. Starscream gave his love, his understanding, and never asked for anything in return, even though Soundwave was happy to give it.

“You’re the one who is brave,” Starscream murmured. “I know how hard it was for you to stand against him.”

They lay like that, holding each other and whispering soft reassurances into each other’s audials, until they both fell into recharge.

What would come next, Soundwave had no idea, but for the first time since the start of the war, he felt genuine hope. Whatever happened next, they would get through it together.

**Notes for the Chapter:**

> Thanks again to everyone who read this! I love writing these two and hope to do more of it soon. I love talking about robots so if you ever want to chat with me on tumblr or discord, drop me a pm and I'll give you my details.
> 
> Take care!


End file.
